S-8 1 forms8.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 QT 5, INC. (Exact name of registrant as specified in its charter) Delaware 72-7148906 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5655 Lindero Canyon Road, Suite 120 Westlake Village, California 91362 (Address of principal executive offices) (Zip Code) QT 5, Inc. 2003 Incentive Equity Stock Plan (Full title of the plan) Timothy J. Owens 5655 Lindero Canyon Road, Suite 120 Westlake Village, California 91362 (Name and address of agent for service) (818) 338-1510 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of Securities Amount to be offering price per aggregate offering registration fee to be registered registered (1) share (2) price(2) (3) ------------------------------------------------------------------------------------------------------------- Common Stock 5,000,000 $.025 $125,000 $15.84 -------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the stock option plan described herein as the result of any future stock split, stock dividend or similar adjustment of the Registrant's outstanding common stock. (2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of registration fee, based upon the average of the high and low prices reported on May 17, 2004, as reported on the OTC Electronic Bulletin Board. (3) Calculated pursuant to General Instruction E on Form S-8. 1 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same incentive equity plan is effective. The contents of the Registrant's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on (i) April 25, 2003 (File No. 333-104740); and (ii) June 18, 2003 are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are hereby incorporated by reference into this Registration Statement: (a) The Transition Report on Form 10-KSB for the transition period from January 1, 2003 to June 30, 2003, filed by the Registrant with the Securities and Exchange Commission on September 23, 2003, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed. (b) The Quarterly Report on Form 10-QSB for the quarter ending March 31, 2004. (c) The Current Report on Form 8-K for January 8, 2004, filed by the Registrant with the Securities and Exchange Commission on January 12, 2004. (d) The Current Report on Form 8-K for April 8, 2004, filed by the Registrant with the Securities and Exchange Commission on April 23, 2004. (e) The description of the common stock, par value $0.001 per share ("Common Stock"), of the Registrant contained in the Registrant's registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description and the Registrant's Definitive Information Statement filed with the Commission on July 12, 2001, under Section 14(c) of the Exchange Act. (g) In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. 2 Item 5. Interests of Named Experts and Counsel. Sichenzia Ross Friedman Ference, LLP, has given an opinion on the validity of the securities being registered hereunder. Item 8. Exhibits. 4.1 2003 Stock Incentive Plan, as amended 5.0 Opinion regarding legality 23.1 Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5) 23.2 Consent of Corbin & Company, LLP SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake, State of California, on this 19th day of May 2004. QT 5, Inc. By: /s/ Timothy J. Owens ------------------------------------- Timothy J. Owens, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy J. Owens his or her attorney-in-fact, for him or her in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated: Dated: May 19, 2004 /s/ Timothy J. Owens ---------------------------------------- Timothy J. Owens, Director and Chief Executive Officer Dated: May 19, 2004 /s/ Steve Reder ---------------------------------------- Steve Reder, President and Director 3